Current Report Filing (8-k)
20 May 2017 - 7:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 18, 2017
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32335
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88-0488686
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11388 Sorrento Valley Road, San Diego, California
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92121
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(858) 794-8889
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On May 18, 2017, Halozyme Therapeutics, Inc., a Delaware
corporation (the
Company
), entered into an Underwriting Agreement (the
Underwriting Agreement
) with Wells Fargo Securities, LLC and Deutsche Bank Securities Inc., as representatives of the several
underwriters named therein (the
Underwriters
), relating to the issuance and sale of 10,000,000 shares of the Companys common stock, par value $0.001 per share (the
Offering
). The price to the
public in this offering is $12.50 per share, and the Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $11.75 per share. Under the terms of the Underwriting Agreement, the Company
has also granted the Underwriters a
30-day
option to purchase up to an additional 1,500,000 shares of common stock at the initial offering price, less underwriting discounts and commissions. The net proceeds
to the Company from the Offering are expected to be approximately $117.24 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, assuming no exercise by the Underwriters of their
option to purchase additional shares of common stock. The transactions contemplated by the Underwriting Agreement are expected to close on May 24, 2017, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to the Companys automatic shelf registration statement on Form
S-3
(File
No. 333-216315),
as supplemented by a preliminary and final prospectus supplement thereunder, filed with the Securities and Exchange Commission (the
SEC
) pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the
Securities Act
).
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination
provisions. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
The legal opinion, including the related consent, of DLA Piper LLP
(US) relating to the legality of the shares issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report.
This Current Report contains
forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include the
Companys ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Companys SEC filings.
On May 18, 2017, the Company issued a press release announcing that it had commenced
the Offering, and on May 18, 2017, the Company issued a press release announcing that it had priced the Offering. Copies of these press releases are filed as Exhibits 99.1 and 99.2 hereto, respectively.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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The information set forth in the Exhibit Index immediately following the signature page to this Current Report on Form
8-K
is incorporated by reference into this Item 9.01.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Halozyme Therapeutics, Inc.
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May 19, 2017
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By:
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/s/ Harry J. Leonhardt, Esq.
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Name:
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Harry J. Leonhardt, Esq.
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Title:
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Senior Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated May 18, 2017, by and among Halozyme Therapeutics, Inc., Wells Fargo Securities, LLC and Deutsche Bank Securities Inc.
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5.1
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Opinion and Consent of DLA Piper LLP (US)
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23.1
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Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
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99.1
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Press Release, dated May 18, 2017, titled Halozyme Therapeutics Announces Public Offering of Common Stock
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99.2
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Press Release, dated May 18, 2017, titled Halozyme Therapeutics Prices Public Offering of Common Stock
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